TIDMWTS
RNS Number : 9391G
World Trade Systems PLC
01 June 2017
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
If you are in any doubt as to what action you should take, you
are recommended to seek your own financial advice from your
stockbroker or other independent adviser authorised under the
Financial Services and Markets Act 2000.
If you have recently sold or transferred all of your shares in
WORLD TRADE SYSTEMS PLC, please forward this document, together
with the accompanying documents, as soon as possible either to the
purchaser or transferee or to the person who arranged the sale or
transfer so they can pass these documents to the person who now
holds the shares.
This Letter, the Notice of Annual General Meeting and a Proxy
Form are being sent to all shareholders. Shareholders who wish to
view the Annual Report 2016 can do so electronically on the
Company's website at www.worldtradesystemsplc.com.
WORLD TRADE SYSTEMS PLC
Registered Number: 1698076
Registered Office:
Tricor Suite
4(th) Floor
50 Mark Lane
London
EC3R 7QR
CHAIRMAN'S LETTER
30th May 2017
Dear Shareholder
Annual General Meeting
I have pleasure in inviting you to the 2017 Annual General
Meeting of World Trade Systems PLC (the 'Company') to be held on
Thursday 29(th) June 2017 at 33 Cavendish Square, London W1G 0PW,
commencing at 14.00 hours.
Business Overview
The annual report and accounts for the year ended 31 December
2016 are available on the Company's website, and, as you will read
in the strategic report contained therein, the Company set up a
wholly-owned subsidiary in China during the year, namely, Shimao
(Suzhou) Biotechnology Co. Ltd (WTS China), for the purpose of
carrying on a new business of supplying high-quality health food
products to the Chinese consumer market. The Company's vision is to
become a comprehensive health food and health product provider and
is in the process of submitting its application to re-list its
shares on the Standard Segment of the Official List of the UK
Listing Authority and to recommence trading of its shares on the
London Stock Exchange, subject to approval from the shareholders in
due course.
As the Company has such a large shareholder base the directors
had in the previous AGM requested shareholders to inform us of
their email and password. However, we had very few responses and
the Company has incurred expenses to set up an email account for
each of its shareholders so as to notify them by email. The Board
has decided that going forward all shareholders will be notified of
the issue of any notice or circular regarding the Company and its
activities by this email ONLY. Thus, in addition to this Letter,
the Notice of Annual General Meeting and Proxy Form each
shareholder will receive an email username and password and a
self-explanatory letter in order for them to receive the emails.
Please refer to appendix 2 attached to this Letter for further
details of how to retrieve the messages sent to your individual
e-mail address.
At the Annual General Meeting, you will be asked to consider and
vote on the resolutions set out on the attached Notice. Resolutions
1 to 10 (Ordinary Business) will be proposed as ordinary
resolutions and resolutions 11 to 13 (Special Business) will be
proposed as special resolutions.
Ordinary resolutions will be passed if, on a show of hands, more
than 50% of the votes cast by those entitled to vote are in favour
thereof, or if on a poll, shareholders representing more than 50%
of the total voting rights of entitled shareholders vote in favour.
Special resolutions will be passed if, on a show of hands, more
than 75% of the votes cast by those entitled to vote are in favour
of, or if on a poll, shareholders representing more than 75% of the
total voting rights of entitled shareholders vote in favour.
ORDINARY BUSINESS
Resolution 1 - Annual report and accounts
The Company must lay the annual report and accounts before the
shareholders at the Annual General Meeting each year. A copy of the
annual report and accounts are available on the Company's website
at www.worldtradesystemsplc.com
Resolution 2 - Directors' Remuneration report
The directors must lay the directors' remuneration report before
the shareholders at the Annual General Meeting for their approval.
This is an advisory vote; it is not a binding vote.
Resolution 3 - Directors' Remuneration Policy
The directors must also approve the Company's remuneration
policy (as set out in the directors' remuneration report) at the
Annual General Meeting.
Resolutions 4 to 7 - Re-election of directors
The articles of association provide that any director who was
appointed as an additional director during the year must retire at
the next Annual General Meeting following their appointment. All
directors, being eligible, offer themselves for re-election at the
Annual General Meeting. The biographies of those directors offering
themselves for re-election are set out below and in the annual
report.
Resolution 8 - Re-appointment of the auditors
The Company is required to appoint an auditor at each General
Meeting at which accounts are laid before the shareholders.
Resolution 7 proposes that Grant Thornton (UK) LLP be re-elected as
auditors from the conclusion of the meeting until the conclusion of
the next General Meeting at which accounts are laid.
Resolution 9 - Approval of auditors remuneration
The directors are required to be authorised to determine the
remuneration of the auditors.
Resolution 10 - Renewal of directors' authority to allot
shares
At the Annual General Meeting held on 30 September 2016 the
directors were given the authority to allot ordinary shares in the
capital of the Company up to a maximum of 87,538,670 ordinary
shares for cash generally and unconditionally. This authority is
due to expire at the conclusion of the next Annual General Meeting
to be held on 29(th) June 2017 or a period of 15 months from the
date of that resolution whichever is the earlier.
The Board considers it appropriate that the directors be granted
authority to allot up to a maximum nominal amount of GBP29,180
(representing one third of the current issued share capital of the
Company) for cash generally and unconditionally. The Directors have
no present intention of exercising this authority and this
authority will, unless renewed, varied or revoked by the Company,
expire on 29th September 2018 or, if earlier, the date of the next
Annual General Meeting of the Company.
As at the date of this letter the Company does not hold any
ordinary shares in the capital of the Company in treasury.
SPECIAL BUSINESS
Resolution 11 - Disapplication of pre-emption rights
Resolution 11 will give the directors authority to allot shares
in the capital of the Company for cash as though the pre-emption
rights set out in the Companies Act 2006 (CA 2006) do not apply in
certain circumstances. The directors consider this authority
appropriate to allow the Company flexibility to finance business
opportunities without the need to comply with the strict
requirements of the statutory pre-emption rights provisions. This
authority allows the directors to allot up to a maximum nominal
amount of GBP4,377, representing approximately 5 per cent of the
current issued share capital of the Company. This authority will
expire at the end of the next Annual General Meeting or a period of
15 months from the date this resolution is passed, whichever is the
earlier.
Resolution 12 - Adoption of new articles of association
Resolution 12 is to authorise the Company to adopt new articles
of association to bring these up to date and in accordance with
market practice principally to reflect the implementation of the
final provisions of the CA 2006, the Companies (Shareholders'
Rights) Regulations 2009 (SRR) and the amendments to the
Uncertificated Securities Regulations 2001 (USR). An explanation of
the principal changes between the proposed new articles of
association (New Articles) and the current articles of association
(Current Articles) is set out in the Appendix 1 to this document. A
copy of the Company's Current Articles and the proposed New
Articles will be available for inspection during normal business
hours (excluding Saturdays, Sundays and bank holidays at the
Company's registered office from the date of this notice of meeting
until the close of the meeting. The proposed New Articles will also
be available for inspection at the Annual General Meeting at least
15 minutes prior to the start of the meeting and up until close of
the meeting.
Resolution 13 - Notice period for calling a general meeting
Changes made to the CA2006 by the SRR increase the notice period
required for general meetings of the Company to 21 clear days
unless shareholders approve a shorter notice period, which cannot
be less than 14 clear days (annual general meetings will continue
to be held on at least 21 clear days' notice). Before the SRR came
into force, the Company was able to call general meetings other
than an annual general meeting on 14 clear days' notice without
obtaining shareholder approval. In order to preserve this ability
Resolution 13 seeks such approval. The approval of the resolution
will be effective until the Company's next annual general meeting,
when it is intended that a similar resolution will be proposed.
Note that in order to be able to call a general meeting on less
than 21 clear days' notice, the Company must make a means of
electronic voting available to all shareholders for that meeting.
The shorter notice period will not be used as a matter of routine
for such meetings, but only where the flexibility is merited by the
business of the meeting and is thought to be to the advantage of
the shareholders as a whole.
Biographies of directors being proposed for election
Mr AKM Ismail and Ms Xin (Ellen) Lu were appointed as Executive
Director (Finance) and Non-Executive Director, respectively during
the year on 15 November 2016 and, being eligible, will offer
themselves for re-election in accordance with the Company's
articles of association. Mr Shao Chen was appointed as a director
on 15 February 2016 and, being eligible, will offer himself for
re-election in accordance with the Company's articles of
association. The biographies of the retiring directors can be found
on page 1 of the annual report and accounts for the year ended 31
December 2016.
Mr John Anthony Hoskinson was appointed as a Non-Executive
director on 6 May 2017. Mr Hoskinson has international experience
from sectors including mining, energy, property and services
throughout a career that has spanned more than 50 years. He has
served on the boards of both private and publicly listed companies
during that time. Your board believes that his business experience
will provide the executive team with a valuable sounding board
which will help to build value for our shareholders and develop the
business going forward.
Recommendation
The directors of the Company consider that all the resolutions
to be considered at the Annual General Meeting are in the best
interests of the Company and its shareholders as a whole and
recommend that you vote in favour of these resolutions.
Your vote does matter. If you are unable to attend the meeting
in person, you can still vote by appointing a proxy to attend the
Annual General Meeting and to vote on your behalf by requesting a
form of proxy, completing, signing and returning it to Mr. AKM
Ismail, World Trade Systems PLC, St. Mary's Court, The Broadway,
Amersham HP7 0UT either by post or email on akm.ismail@gmail.com.
To be effective, the duly completed proxy form must be received no
later than 18.00 hours on 27(th) June 2017.
You can still attend and vote at the Annual General Meeting even
if you have returned your form of proxy or given your voting
instructions electronically.
Thank you for your continued support.
Yours sincerely
Robert Lee
Non-Executive Chairman
Appendix 1
Summary of the principal differences between the Current
Articles and the proposed New Articles
Resolution 12 proposes the adoption of the New Articles in order
to update the Company's Current Articles. These amendments
primarily update the Current Articles to reflect the implementation
of the final provisions of the CA 2006, the SRR and the amendments
to the USR. The principal changes introduced in the New Articles
are set out below. A copy of the New Articles and a copy of the
Current Articles are available for inspection at the Company's
registered office address during normal business hours on any
business day.
1. The Company's objects
Prior to 1 October 2009, the provisions regulating the
operations of the Company were set out in the Company's memorandum
and Current Articles. The Company's memorandum contained, among
other things, the objects clause which sets out the scope of the
activities the Company is authorised to undertake. This is drafted
to give a wide scope. The CA 2006 significantly reduces the
constitutional significance of a company's memorandum, providing
that a memorandum will record only the names of subscribers and the
number of shares each subscriber has agreed to take in the company.
Under the CA 2006, the objects clause and all other provisions
which are contained in a company's memorandum are deemed to be
contained in the company's articles of association, but the company
can remove these provisions by special resolution.
Further, the CA 2006 states that, unless a company's articles
provide otherwise, a company's objects are unrestricted. This
abolishes the need for companies to have objects clauses. For this
reason, the Company is proposing to remove its objects clause,
together with all other provisions of its memorandum which, by
virtue of the CA 2006, are now treated as forming part of its
articles of association. Resolution 12 (a) confirms the removal of
these provisions although, where appropriate, to preserve the
status quo, certain directors' powers that were previously dealt
with in the memorandum have been included in the New Articles. As
the effect of Resolution 12 (a) will also be to remove the
statement currently in the Company's memorandum of association
regarding limited liability, the New Articles also contain an
express statement regarding the limited liability of
shareholders.
2. Authorised share capital and unissued shares
The CA 2006 abolishes the requirement for a company to have an
authorised share capital and the New Articles reflect this.
Directors will still be limited as to the number of shares they can
allot because an allotment authority continues to be required under
the CA 2006, save in respect of employee share schemes.
3. Redeemable shares
Under the CA 1985, if a company wished to issue redeemable
shares, it had to include in its articles the terms and manner of
redemption, whereas the CA 2006 enables directors to determine such
matters themselves, provided that they are authorised to do so by
the articles. The New Articles contain such an authorisation for
the directors. The Company has no current plans to issue redeemable
shares but, if it did so, the directors would need shareholders'
authority to issue such shares in the usual way.
4. Authority to purchase own shares, consolidate and sub-divide
shares and reduce share capital
Under the CA 1985, in addition to shareholder approval, a
company required specific enabling provisions in its articles in
order to purchase its own shares, to consolidate or sub-divide its
shares or to reduce its share capital or other undistributable
reserves. Under the CA 2006 a company only requires shareholder
authority to do any of these things and therefore these enabling
provisions have been removed in the New Articles.
5. Use of seals
Under the CA 1985, a company required authority in its articles
to have an official seal for use abroad. Under the CA 2006, such
authority will no longer be required and therefore the relevant
authorisation has been removed in the New Articles.
6. Suspension of registration of share transfers
The Current Articles permit the directors to suspend the
registration of share transfers. This power has been removed in the
New Articles because it is inconsistent with the CA 2006, which
requires share transfers to be registered as soon as
practicable.
7. Notice of general meetings
The SRR amend the CA 2006 to require a company to give 21 clear
days' notice of general meetings unless a company offers members an
electronic voting facility and a special resolution reducing the
period of notice to not less than 14 days has been passed. Annual
general meetings must be held on 21 clear days' notice. The New
Articles amend the provisions of the Current Articles to be
consistent with the new requirements.
8. Adjournments for lack of quorum
Under the CA 2006, as amended by the SRR, general meetings
adjourned for lack of quorum must be held at least 10 clear days
after the original meeting. The New Articles amend the provisions
of the Current Articles to reflect this requirement.
9. Chairman's casting vote
The New Articles remove the provision in the Current Articles
giving the chairman a casting vote in the event of an equality of
votes at a general meeting, as this is no longer permitted under
the CA 2006.
10. Directors' borrowing powers
In the Current Articles the directors' borrowing powers were
capped at the higher of four times the aggregate value of the
Company's capital and reserves and GBP30,000,000 (without the
previous sanction of an ordinary resolution of the Company in
general meeting). In the New Articles this limit has been reduced
to 3 times the aggregate value of the Company's capital and
reserves to align the Company's borrowing powers with current
market practice.
11. Voting by proxies on a show of hands
The SRR have amended the CA 2006 so that it now provides that,
subject to a company's articles, each proxy appointed by a member
has one vote on a show of hands, unless the proxy is appointed by
more than one member, in which case the proxy has one vote for and
one vote against if the proxy has been instructed by one or more
members to vote for the resolution and by one or more members to
vote against the resolution. The New Articles amend the provisions
of the Current Articles to reflect these changes, and to clarify
the procedure to be followed if a proxy is appointed by more than
one member and is given discretion as to how to vote by one or more
of those members.
12. Voting record date and proxy appointment
Under the CA 2006, as amended by the SRR, the Company must
determine the right of members to vote at a general meeting by
reference to the register not more than 48 hours before the time
for the holding of the meeting, not taking account of days that are
not working days. The CA 2006 also allows companies to set a time
limit for the receipt of proxy appointments and related documents
that is not more than 48 hours before the time for the holding of
the meeting, not taking account of days that are not working days.
The New Articles amend the Current Articles to reflect these
provisions.
13. Voting in accordance with instructions
Under the SRR, proxies are expressly required to vote in
accordance with instructions given to them by members. For the
avoidance of doubt, the New Articles contain a provision stating
that the Company is not obliged to check whether a proxy or
corporate representative has voted in accordance with the members'
instructions.
14. Voting by corporate representatives
The Shareholders' Rights Regulations have been amended by the CA
2006 in order to enable multiple representatives appointed by the
same corporate member to vote in different ways on a show of hands
and a poll. The New Articles contain provisions which reflect these
amendments.
15. Change of name
Prior to 1 October 2009, a company could only change its name by
special resolution, but now, under the CA 2006, a company is able
to change its name by other means provided for by its articles. To
take advantage of this provision, the New Articles enable the
directors to pass a resolution to change the Company's name.
16. Scrip dividend
In line with market practice, the New Articles update the
Current Articles to provide that the value of shares issued in
connection with a scrip dividend may be determined by ordinary
resolution, or by reference to the average middle market quotation
for shares of the same class on the London Stock Exchange Daily
Official List for the day on which the shares are first quoted "ex"
dividend, and the four subsequent dealing days. The New Article
also allow the directors the flexibility at any time before the
further shares are allotted to decide that the dividend will be
paid in cash instead.
17. General
Generally, the opportunity has been taken to bring clearer
language into the New Articles and in some areas to conform the
language of the New Articles to the language used in the CA
2006.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
If you are in any doubt as to what action you should take, you
are recommended to seek your own financial advice from your
stockbroker or other independent adviser authorised under the
Financial Services and Markets Act 2000.
If you have recently sold or transferred all of your shares in
WORLD TRADE SYSTEMS PLC, please forward this document, together
with the accompanying documents, as soon as possible either to the
purchaser or transferee or to the person who arranged the sale or
transfer so they can pass these documents to the person who now
holds the shares.
The Notice of Annual General Meeting and a Proxy Form are being
sent to all shareholders. Shareholders who wish to view the Annual
Report 2016 can do so electronically on the Company's website at
www.worldtradesystemsplc.com.
WORLD TRADE SYSTEMS PLC
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the 2017 ANNUAL GENERAL MEETING (the
'AGM') of World Trade Systems PLC (the 'Company') will be held at
33 Cavendish Square, London W1G 0PW, on Thursday 29(th) June 2017
commencing at 14.00 hours for the following purposes:
The board considers that resolutions 1 to 10 are in the best
interests of the Company and its shareholders as a whole and
recommends that you vote in favour of these resolutions.
ORDINARY BUSINESS
1. To receive and consider the Company's annual report and
accounts for the year ended 31 December 2016 together with the
directors' report, the directors' remuneration report and the
auditor's report on those accounts;
2. To approve the directors' remuneration report (other than the
remuneration policy contained in that report) for the year ended 31
December 2016.
3. To approve the remuneration policy contained in the
directors' remuneration report for the financial year ended 31
December 2016;
4. To re- elect Mr Shao Chen as a director, who was appointed
during the year and retires in accordance with article 99 of the
articles of association of the Company and who, being eligible,
offers himself for re-election as a director;
5. To re-elect Mr AKM Ismail as a director, who was appointed
during the year and retires in accordance with article 99 of the
articles of association of the Company and who, being eligible,
offers himself for re-election as a director;
6. To re-elect Ms Xin (Ellen) Lu as a director, who was
appointed during the year and retires in accordance with article 99
of the articles of association of the Company and who, being
eligible, offers himself for re-election as a director;
7. To re- elect Mr John Anthony Hoskinson as a director, who was
appointed during the year and retires in accordance with article 99
of the articles of association of the Company and who, being
eligible, offers himself for re-election as a director;
8. To re-appoint Grant Thornton (UK) LLP as auditors from the
conclusion of the meeting until the conclusion of the next general
meeting at which accounts are laid;
9. To authorise the directors to determine the remuneration of the auditors;
10. To consider and, if thought fit, to pass the following
resolution which will be proposed as an ordinary resolution:
"THAT, in substitution for all existing and unexercised
authorities and powers, the directors of the Company be generally
and unconditionally authorised for the purpose of section 551
Companies Act 2006 (the Act) to exercise all or any of the powers
of the Company to allot shares of the Company or to grant rights to
subscribe for, or to convert any security into, shares of the
Company (such shares and rights being together referred to as
Relevant Securities) up to an aggregate nominal value of GBP29,180
(representing one third of the current share capital of the
Company) to such persons at such time and generally on such terms
and conditions as the directors may determine (subject always to
the articles of association of the Company).
PROVIDED THAT this authority shall, unless previously renewed,
varied or revoked by the Company in general meeting, expire at the
conclusion of the next annual general meeting or on the date which
is 6 months after the next accounting reference date of the Company
(if earlier) save that the directors of the Company may, before the
expiry of such period, make an offer or agreement which would or
might require relevant securities or equity securities (as the case
may be) to be allotted after the expiry of such period and the
directors of the Company may allot relevant securities or equity
securities (as the case may be) in pursuance of such offer or
agreement as if the authority conferred by this resolution had not
expired."
SPECIAL BUSINESS
11. To consider and, if thought fit, to pass the following
resolution which will be proposed as a special resolution:
"THAT, subject to resolution 10 being passed, the directors of
the Company be authorised to allot equity securities (as defined in
section 560 of the Act) for cash under the authority given by that
resolution 10 as if section 561 of the Act did not apply to any
such allotment, such authority to be limited to:
(a) the allotment of equity securities where the equity
securities respectively attributable to the interests of all
ordinary shareholders are proportionate (as nearly as may be) to
the respective numbers of ordinary shares held by them subject only
to such exclusions or other arrangements as the directors of the
Company may consider appropriate to deal with fractional
entitlements or legal and practical difficulties under the laws of,
or the requirements of any recognised regulatory body in any,
territory; and
(b) the allotment of equity securities (otherwise than under
paragraph 11(a) above) up to an aggregate nominal amount of
GBP4,377, representing approximately 5% of the current share
capital of the Company:
such authority to expire at the end of the next annual general
meeting of the Company (or, if earlier, at the close of business on
29 September 2018) but, in each case, prior to its expiry the
Company may make offers, and enter into agreements, which would, or
might, require equity securities to be allotted after the authority
expires and the directors of the Company may allot equity
securities under any such offer or agreement as if the authority
had not expired."
12. To consider and, if thought fit, to pass the following
resolution which will be proposed as a special resolution:
"THAT with effect from the conclusion of the Annual General
Meeting (a) the articles of association of the Company be amended
by deleting all the provisions of the Company's memorandum of
association which, by virtue of section 28 Companies Act 2006, are
to be treated as provisions of the Company's articles of
association; and (b) the draft articles of association produced to
the meeting and, for the purposes of identification, initialled by
the Chairman be adopted as the articles of association of the
Company in substitution for, and to the exclusion of, the Company's
existing articles of association."
To consider and, if thought fit, to pass the following
resolution which will be proposed as a special resolution:
"THAT in accordance with the Company's articles of association,
the Company be and is hereby authorised until the close of the AGM
in 2018, to call general meetings on 14 clear days' notice.
By Order of the Board Registered Office:
Tricor Suite
4(th) Floor
50 Mark Lane
Robert Osborne Lee London
Company Secretary EC3R 7QR
Registered Number: 1698076
30(th) May 2017
NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING
Entitlement to attend and vote
1. Only those shareholders registered in the Company's register of members at:
-- 18.00 hours on Tuesday 27(th) June 2017; or,
-- if this meeting is adjourned, at 18.00 hours on the day two
days prior to the adjourned meeting,
shall be entitled to attend, speak and vote at the meeting.
Changes to the register of members after the relevant deadline
shall be disregarded in determining the rights of any person to
attend and vote at the meeting.
Appointment of proxies
2. If you are a shareholder who is entitled to attend and vote
at the meeting, you are entitled to appoint the chairman or any
other person to exercise all or any of your rights to attend, speak
and vote at the meeting. A proxy does not need to be a shareholder
of the Company but must attend the meeting to represent you. You
can only appoint a proxy using the procedures set out in these
notes and the notes to the proxy form. To obtain a proxy form
please contact Mr AKM Ismail, World Trade Systems PLC, St Mary's
Court, The Broadway, Amersham, HP7 0UT either by post or by email
on akm.ismail@gmail.com or by telephone on 07786712459.
3. If you hold ordinary shares in CREST, the you may appoint
proxies through the CREST electronic proxy appointment service at
www.euroclear.com.
4. You may appoint more than one proxy provided each proxy is
appointed to exercise the rights attached to a different share or
shares held by that shareholder. To appoint more than one proxy,
please contact Mr AKM Ismail, World Trade Systems PLC, St Mary's
Court, The Broadway, Amersham, HP7 0UT either by post or by email
on akm.ismail@gmail.com or by telephone on 07786712459. You will
need to state clearly on each proxy form the number of shares in
relation to which the proxy is appointed. Failure to specify the
number of shares to which each proxy appointment relates or
specifying a number in excess of those held by the shareholder will
result in the proxy appointment being invalid. If you wish your
proxy to speak on your behalf at the meeting you will need to
appoint your own choice of proxy (not the chairman) and give your
instructions directly to them.
5. The notes to the proxy form explain how to direct your proxy
how to vote on each resolution or withhold their vote.
6. A vote withheld is not a vote in law, which means that the
vote will not be counted in the calculation of votes for or against
the resolution. If you either select the "Discretionary" option or
if no voting indication is given, your proxy will vote or abstain
from voting at his or her discretion. Your proxy will vote (or
abstain from voting) as he or she thinks fit in relation to any
other matter which is put before the meeting.
7. To appoint a proxy using the proxy form, the form must be:
-- completed and signed;
-- sent or delivered to Mr AKM Ismail, World Trade Systems PLC,
St Mary's Court, The Broadway, Amersham, HP7 0UT; and
-- received no later than 18.00 hours on Tuesday 27(th) June 2017.
In the case of a shareholder which is a company, the proxy form
must be executed under its common seal or signed on its behalf by
an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the
proxy form is signed (or a duly certified copy of such power or
authority) must be included with the proxy form.
8. If you have not received a proxy form and believe that you
should have one, or if you require additional proxy forms, please
contact Mr AKM Ismail, World Trade Systems PLC, St Mary's Court,
The Broadway, Amersham, HP7 0UT either by post or by email on
akm.ismail@gmail.com or by telephone on 07786712459.
Appointment of proxy by joint member
9. In the case of joint holders, where more than one of the
joint holders completes a proxy appointment, only the appointment
submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders
appear in the Company's register of members in respect of the joint
holding (the first-named being the most senior).
Changing proxy instructions
10. Shareholders may change proxy instructions by submitting a
new proxy appointment using the methods set out above. Note that
the cut-off time for receipt of proxy appointments also apply in
relation to amended instructions; any amended proxy appointment
received after the relevant cut-off time will be disregarded.
11. Where you have appointed a proxy using the hard-copy proxy
form and would like to change the instructions using another
hard-copy proxy form, please contact Mr AKM Ismail, World Trade
Systems PLC, St Mary's Court, The Broadway, Amersham, HP7 0UT
either by post or by email on akm.ismail@gmail.com or by telephone
on 07786712459 so that another proxy form can be sent to you.
If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt of
proxies will take precedence.
Termination of proxy appointment
12. A shareholder may change a proxy instruction but to do so
you will need to inform the Company in writing by either:
-- Sending a signed hard-copy notice clearly stating your
intention to revoke your proxy appointment to Mr AKM Ismail, World
Trade Systems PLC, St Mary's Court, The Broadway, Amersham, HP7
0UT. In the case of a shareholder which is a company, the
revocation notice must be executed under its common seal or signed
on its behalf by an officer of the company or an attorney for the
company. Any power of attorney or any other authority under which
the revocation notice is signed (or a duly certified copy of such
power or authority) must be included with the revocation notice
or
-- Sending an email to Mr AKM Ismail, World Trade Systems PLC, at akm.ismail@gmail.com
In either case, the revocation notice must be received by Mr AKM
Ismail, World Trade Systems PLC, St Mary's Court, The Broadway,
Amersham, HP7 0UT no later than 18.00 hours on Tuesday 27(th) June
2017.
If you attempt to revoke your proxy appointment but the
revocation is received after the time specified, your original
proxy appointment will remain valid unless you attend the meeting
and vote in person.
Appointment of a proxy does not preclude you from attending the
meeting and voting in person. If you have appointed a proxy and
attend the Meeting in person, your proxy appointment will
automatically be terminated.
Corporate representatives
13. A corporation which is a shareholder can appoint one or more
corporate representatives who may exercise, on its behalf, all its
powers as a shareholder provided that no more than one corporate
representative exercises powers over the same share. The person
appointed as the corporate representative must bring the letter of
appointment to the meeting.
Questions at the meeting
14. Any member attending the meeting has the right to ask
questions in accordance with section 319A of the Companies Act
2006. The Company must answer any question you ask relating to the
business being dealt with at the meeting unless:
-- Answering the question would interfere unduly with the
preparation for the meeting or involve the disclosure of
confidential information.
-- The answer has already been given on a website in the form of an answer to a question.
-- It is undesirable in the interests of the Company or the good
order of the meeting that the question be answered.
Shareholders' requisition rights
15. Under section 338 of the Companies Act 2006, a shareholder
or shareholders meeting the threshold requirements, may, subject to
conditions, require the Company to give to shareholders notice of a
resolution which may properly be moved and is intended to be moved
at that meeting provided that the requirements of that section are
met and provided that the request is received by the Company not
later than six weeks before the meeting, or if later the time at
which notice is given of the meeting.
Submission of hard copy and electronic requests and
authentication requirements
16. Where a shareholder or shareholders wish to request the
Company to circulate a resolution to be proposed at the meeting
(see note 14), such request must be made by sending a hard copy
request, signed by you, stating your full name and address to Mr
AKM Ismail, World Trade Systems PLC, St Mary's Court, The Broadway,
Amersham, HP7 0UT; or by email to Mr AKM Ismail, World Trade
Systems PLC at akm.ismail@gmail.com. Please state 'AGM' in the
subject line of the email.
Voting
17. Voting on all resolutions will be conducted on a show of
hands unless a poll is demanded in accordance with the Company's
articles of association. As soon as practicable following the
meeting, the results of the voting will be announced via a
regulatory information service and also placed on the Company's
website.
Documents available for inspection
18. Copies of the service contracts or appointment letters of
the directors are available for inspection at the Company's
registered office during normal business hours and at the place of
the meeting from at least 15 minutes prior to the meeting until the
end of the meeting.
Communication
19. Except as provided above, shareholders who have general
queries about the meeting should use the following means of
communication (no other methods of communication will be
accepted):
-- Contact Mr AKM Ismail, World Trade Systems PLC, St Mary's
Court, The Broadway, Amersham, HP7 0UT either by post or by email
on akm.ismail@gmail.com
Click on, or paste the following link into your web browser, to
view the AGM Proxy Form:-
http://www.rns-pdf.londonstockexchange.com/rns/9391G_-2017-6-1.pdf
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOAOKDDPKBKBQAK
(END) Dow Jones Newswires
June 02, 2017 02:00 ET (06:00 GMT)
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